UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41281

SIGNAL HILL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)


Delaware		86-2579543
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2810 N. Church Street, Suite 94644

Wilmington, DE 19802-8172


(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 504-8172

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, which consist of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant to purchase one share of Class A common stock	SGHLU	The Nasdaq Global Market

Class A Common Stock, par value $0.0001 per share	SGHL	The Nasdaq Global Market

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	SGHLW	The Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2022, there were 10,000,000 shares of Class A common stock, par value $0.0001 per share, and 2,500,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2
	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	16

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signatures	19


		March 31,		December 31,
		2023		2022
		(Unaudited)
ASSETS
Current Assets:
Cash	$	283,355	$	517,841
Prepaid expenses		241,414		215,563
Total Current Assets		524,769		733,404
Prepaid expenses, non-current portion		—		24,740
Cash and cash equivalents held in Trust Account		104,111,293		103,435,975
Total Assets	$	104,636,062	$	104,194,119

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	71,801	$	4,176
Accrued expenses		71,361		114,194
Franchise taxes payable		50,000		185,816
Income taxes payable		433,927		326,554
Total Current Liabilities		627,089		630,740
Total Liabilities		627,089		630,740

Commitments and Contingencies (Note 4)
Class A common stock subject to possible redemption; 10,000,000 and no shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively, at redemption value (at $10.36 and $10.29 per share, respectively)		103,627,366		102,923,174

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption)		—		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 2,500,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022		250		250
Additional paid-in capital		1,000,038		1,000,038
Accumulated deficit		(618,681)		(360,083)
Total Stockholders’ Equity		381,607		640,205
Total Liabilities, Temporary Equity and Stockholders’ Equity	$	104,636,062	$	104,194,119




	For the Three Months Ended
	March 31,
	2023		2022
Operating Expenses:
General and administrative expense	$	258,600	$	168,549
Franchise tax expense		50,000		50,000
Total Operating Expenses		308,600		218,549
Loss From Operations		(308,600)		(218,549)

Other Income (Expenses):
Interest income		1,094,565		50,650
Interest expense		—		(39)
Offering costs		—		(16,511)
Total Other Income (Expense)		1,094,565		34,100

Income (loss) before provision for income taxes		785,965		—
Provision for income taxes		(340,373)		—
Net Income (Loss)	$	445,592	$	(184,449)

Basic and diluted weighted average shares outstanding, Class A common stock		10,000,000		4,945,055
Basic and diluted net income (loss) per common stock, Class A common stock	$	0.04	$	(0.02)
Basic and diluted weighted average shares outstanding, Class B common stock (1)		2,500,000		2,500,000
Basic and diluted net income (loss) per common stock, Class B common stock	$	0.04	$	(0.02)


	For the Three Months Ended March 31, 2023
				Additional				Total
	Class B Common Stock			Paid-In		Accumulated		Stockholder's
	Shares	Amount		Capital		Deficit		Equity
Balance - January 1, 2023	2,500,000	$	250	$	1,000,038	$	(360,083)	$	640,205
Accretion of Class A common stock to redemption value	—		—		—		(704,190)		(704,190)
Net income	—		—		—		445,592		445,592
Balance - March 31, 2023	2,500,000	$	250	$	1,000,038	$	(618,681)	$	381,607


	For the Three Months Ended				For the Three Months Ended
	March 31, 2023				March 31, 2022
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	356,474	$	89,118	$	(122,512)	$	(61,937)
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,000,000		2,500,000		4,945,055		2,500,000
Basic and diluted net income (loss) per share	$	0.04	$	0.04	$	(0.02)	$	(0.02)


Exhibit No.		Description
31.1 *		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2 *		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1 **		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2 **		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	SIGNAL HILL ACQUISITION CORP.

Dated: May 12, 2023	By:	/s/ Jonathan Bond
		Name:	Jonathan Bond
		Title:	Chief Executive Officer
			(Principal Executive Officer)


Dated: May 12, 2023	By:	/s/ Grainne Coen
		Name:	Grainne Coen
		Title:	Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)




	For the Three Months Ended
	March 31,
	2023		2022
Cash Flows from Operating Activities:
Net income (loss)	$	445,592	$	(184,449)
Non-cash offering costs		—		16,511
Interest earned on investments held in Trust Account		(1,094,565)		(50,650)
Changes in operating assets and liabilities:
Prepaid expenses		(1,111)		(47,019)
Accounts payable		67,625		20,091
Accrued expenses		(42,831)		126,429
Accrued interest - related party		—		(21)
Franchise taxes payable		(135,816)		—
Income taxes payable		107,373		—
Net Cash Used In Operating Activities		(653,733)		(119,108)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		—		(102,000,000)
Proceeds from Trust Account for franchise and income tax reimbursement		419,247		—
Net Cash Provided By (Used In) Investing Activities		419,247		(102,000,000)

Cash Flows from Financing Activities:
Proceeds from initial public offering		—		100,000,000
Proceeds from private placement warrants		—		6,000,000
Proceeds from issuance of note payable - related party		—		335,000
Repayment of note payable - related party		—		(370,000)
Payment of offering costs		—		(2,678,397)
Net Cash Provided By Financing Activities		—		103,286,603

Net (Decrease) Increase in Cash		(234,486)		1,167,495

Cash - Beginning of the Period		517,841		1,170
Cash - End of the Period	$	283,355	$	1,168,665

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—	$	60

SEC Form 10-Q filed by Signal Hill Acquisition Corp.